Orlando Bravo - The Art of Software Buyouts - [Invest Like the Best, EP. 257]
from Invest Like the Best with Patrick O'Shaughnessy
66m 33s
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Hello and welcome, everyone. I'm Patrick O'Shaunasey, and this is Invest Like The Best.
This show is an open-ended exploration of markets, ideas, stories, and strategies that will help
you better invest both your time and your money. Invest Like The Best is part of the Colossus
family of podcasts, and you can access all our podcasts, including edit the transcripts,
show notes, and other resources to keep learning at Join Colossus.com.
Patrick O'Shaunasey is the CEO of O'Shaunasey Asset Management. All opinions expressed by Patrick and
podcast guests are solely their own opinions and do not reflect the opinion of O'Shaunasey Asset Management.
This podcast is for informational purposes only, and should not be relied upon as a basis for
investment decisions. Clients of O'Shaunasey Asset Management may maintain positions and the
securities discussed in this podcast. My guest today is Orlando Bravo, co-founder and managing
partner, leading private equity firm Toma Bravo. Toma Bravo manages over $90 billion of assets,
and is best known for investing in software and technology businesses. It was Orlando who led
the firm's early entry into software buyouts some 20 years ago, and he has overseen more than
350 software acquisitions since. There are a few, if any, people better place to discuss private
equity and software investing. Please enjoy this excellent discussion with Orlando Bravo.
So Orlando, when we talked the other day, we were kind of fishing for places to begin this
conversation. And the one thing that stood out probably more than anything to me was this notion
that there are probably more opportunities for a great return in private equity than there is
capital. In terms of committed capital in traditional fund structures, it just seems like a very
strange idea in what seems like a bountiful period of capital availability. I'd love you to
expound on that idea to begin here. What's behind that opportunity capital mismatch that you see
today? Patrick, first of all, thank you so much for having me. My pleasure. I really appreciate it.
Look, the proof is in the numbers. You see growth equity investors, whether they come from
private equity world, venture world, or hedge fund world, investing those growth equity funds in a
period of nine to 12 months. Then on top of that, you see what you would call the traditional
private equity community, the control investors, that would take usually 45 years to fully
invested fund doing it in 12 months, 24 months. We at Toma Bravo have always invested fast and
sold fast. There are many, many, many reasons for that. Now you see the whole community doing that.
And the reason is the market, both for private equity and obviously for most investing,
is becoming much more tech-oriented. And these tech companies are going public and are achieving
scale faster than you could raise capital to go out and invest in them. And that is only going to
get worse. Even if you look at assets that are at scale, the billion dollars plus, they're now
compounding in the SaaS world at 20%, which means they'll double every four years. It's more of an
issue of where do you decide to spend your time to go invest or buy a business? How do you think about
it from the perspective of Toma Bravo and the challenge you have in front of you, which is you have
to raise funds. You have to have those funds be reasonably diversified. The size of the equity
checks may be growing. You mentioned it's crazy that some of these companies are doing two,
three billion dollars of revenue and what might seem like a niche area and growing fast.
So how do you adjust your business and your model to be able to take advantage of these opportunities?
Well, our philosophy has remained the same since we started doing software 22 years ago.
The tactics are always evolving. On the one hand, the investing tactics, the deal tactics,
and the operating tactics have evolved within the same philosophy umbrella about them.
So in investing, the challenge 10 years ago was winning the deal and finding the right deal.
Deal pipeline generation was a big thing. And then your win rate was obviously extremely important.
Now the challenge is it's more of an investing challenge out of all the opportunities out there,
which one do you decide to focus on? What are the top three or four in our private equity
business that we want to buy this year and why? To think that through, it gets even more complicated
because we look at this as a positive, but over the last five years we have been buying growth,
not earning returns through just operational improvements, is earning returns through that
plus being correct on growth. And that's harder to do as well. Now the market is serving us,
on the other hand, these phenomenal growth companies that did not exist 15 years ago in software.
How would you describe the difference between the kinds of businesses, software businesses,
that you're focused on versus those that a traditional later stage growth equity investor,
may be coming from hedge fund world or from the VC community that has become so dominant and
so popular in the last 12, 18 months. What are you doing most differently from those more minority
type, but late stage growth investments and some mature tech businesses? Well, first of all,
in our private equity business, we are also involved in growth equity investing from a perspective
of buying a minority interest. These companies that will be market leaders. Some of the biggest
investing differences in our flagship fund, we are buying the market leaders of today. The number one
player in that vertical market in the case of apps or even horizontal market or the marketing
company and infrastructure software or the number one player in different segments of cybersecurity.
But the most important difference is, where do we get the source of our returns from?
In our flagship fund and in our private equity and our control business, we are looking to
fundamentally improve the way that companies run both bottom line and top line acceleration.
And we do that only in partnership with the existing management teams of these companies.
It is a very fundamental approach to operations, which is very intensive.
For example, every month, we have an overview at each of our companies for four hours at least
with the CEO and all of her or his direct reports. And we are there looking to solve operating
problems by being creative and inspiring existing management to think differently about operations.
They know their business is so well, they know their markets incredibly well, they have the
following of their trees. But we bring to them an approach that is different and hopefully
very valuable to their already existing activities.
How do you run one of those four hour meetings? Is it really standardized across the firms?
Just give me an outline of how those are running operated themselves, the meetings.
It really is standardized and it's not that different from what you would see the best
strategic buyers run their different business.
achievements. And what we do is we have, our board meeting is very short, because those
are approval processes, those are general items that the board given its corporate duties
and fiduciary duties needs to get through. We start with that so we can get that out of
the way. And then what we do is we review the P&L of every functional area of that business,
whether it's customer support, professional services, marketing, sales. And we review
the P&L and the activities in case the companies organize definitely a very business unit
of every geographical area. And we do that with all of the direct reports of the CO together
in the room because they have to collaborate through this. Everybody owns their area,
but it's tied to everything else. And we're constantly looking at investing class metrics
for each of these functional business unit or geographical areas. And we're also able
to engage in a creative dialogue with the leader of those areas in terms of how to improve
it so that then we can take more of those profits and reinvest them in growth. And that's
the model that we pursue. Would you take us all the way back to the very
first deal? I think those profit 21 was the name of the firm that you did in the software
world. I want to start there because obviously this has become an absolutely dominant trend
in the world of investing of businesses, et cetera. But back then, when you did your
first one, 22 years ago, it was a very different situation. I think the evolution from then
to now is really important for people to understand. So talk us through the unique dynamics
of that deal, how you came to it, how you got the idea, how it was financed. I know that
was very different back then. I would love to hear the story of the first technology software
deal that you did. Profit 21 was a deal that our team originated because we had an investment
theme at the time after the docum bubble burst in 2000. We were looking to do something
different than all of privately really. We were searching for it. And Carl Toma, my mentor,
was open-minded enough to allow us to do that. The thing that we had at the time was you
can buy software maintenance streams. Remember, it was all on premise. Two years ago, you
can buy software maintenance streams less expensive than almost any other form of recurring
revenue in different industries. Media, radio, which is popular then, transaction processing.
And the quality of that revenue is even more sticky than those categories. Now, the challenge
was that universe, which is a challenge today, by the way. But the challenge then, having
us done that before, was that these companies were on profit. That's actually coming out
of that bust that happened in the year 2000. We had to say, theoretically, with 90% gross
margins these businesses can be high cash flow generated and therefore do candidates for
a fundamental control type of nest. In doing our work, we came across profit 21. The company
must resale. We were able to succeed, actually, without much competition. That was interesting.
It was one of those unusual deals where there was not that much competition, even though
there were players starting in the software industry back then, that were very good. And
had similar ideas as we had. It was interesting because that company had never made money
before. Now, it wasn't losing all kinds of money. It was close to break even, so management
did care about that. That was in a completely irrelevant concept to them. Secondly, the
company had never done an ad or not position. And the company had inconsistent tokens performance.
We bought the business and part of the business was the price looked great at around two times
maintenance revenue, one times two. Imagine the number of those days. Those were the days.
And we decided through meeting the person that became chairman of our operating committee,
that the best approach was to back existing management for all the reasons that I mentioned
before that existing management has. And they really wanted to win. But have them work
with our operating partner in terms of improving that company. And of course, three years later,
you end up with a success story on five margin, good growth, six certain acquisitions,
and it was a great investment. That experience really made us very passionate about the possibility
of working with existing management that deeply cares about that business that doesn't move
from company to company that lives in that environment. They provided software for small and
mid-market distributors. So they knew all the distribution customers, they knew the culture,
they knew how they talk, how they trade, how you have to discount it. They loved that world,
they were good at it. And if you can marry with an operation on approach, as my partner would
always say, everybody needs somebody to learn from. If you can marry that with what we would bring,
you would not only have the possibility of great success, but also it was a good approach to
doing business. It felt really good. And then we did a second deal and the same thing happened
with existing management and then a third one and so on and so forth. So we quickly developed
this observation. I'd love to zoom out and talk about the software industry, maybe even the enterprise
SaaS specific sector of it where you've done a lot of your work and some of the weird features of it.
You mentioned some of these businesses have 90% gross margins. Everyone heralds software as
like the best business model ever. But I think the average public market business or maybe even the
private market ones, they lose a lot of money still. And obviously there's reasons for that. But I'd
love you to just walk through what seems like a huge dissonance between the average SaaS company
and the type of company that you're trying to run and manage. There is no difference in the
business model between that average and what we're looking to do. In essence, when you see us
by control of the business, we are underwriting our plan, not what is going on in that company.
In many cases, we're buying break-even businesses or businesses that may be losing money.
That's not the way it's going to be run in partnership with management going forward because
the model would break and you can support some debt into that transaction, which is highly
accretive to the equity. The challenges for the market inefficiency here is that public investors
who are extremely smart, creative, highly educated, and great, for some reason that they believe
that investing in growth, quote-on-quote, is the same and goes hand in hand with losing money
and having it a good part. And those two concepts are completely different. They, many times,
have nothing to do with one another. And many times high profitability leads to higher growth
because what high-profits means, really, is that first, you have operating management that
innovates correctly, that runs those different functional areas in a way that is
operationally sound. They measure all their activities. They look at inputs versus sound inputs.
They readjust to what it's working. Being highly profitable also means that you have a good enough
product and you're charging a price for that product that allows you to produce that profitability.
Where, for example, the yearly increase in the value of that product merits a price increase
that is higher than your labor inflation. The key point today in this inflationary work,
if you do that really, really well and you provide so much value to your customers that you
capture some of that in your price and every day you become better at your operations because you
learn from the past and you actually measure it, it means that you have more money to invest in
tactical growth, which is sales and marketing or distribution and more money to invest in strategic
growth, which is product development, R&D and new initiatives. See, when you're highly profitable
and you're growing very fast, it also means that management is making the right investment decision
in growth. You're an investor, you see all kinds of different sales channels. Well, if you lose
money and you can lose money, sure, you'll try it all. You'll try direct sales, channel sales,
insight sales, web sales, marketing, you can try all kinds of marketing places. When you're really
profitable, it means you're doing the right ones that fit your product and your business and
what your customers need and the same thing is an R&D. You could have 20 R&D initiatives and if one
works and you grow really fast, that's great, but how about the other 19? I can get really passionate
about this. The other fallacy that I see with investors in this space is saying, well,
this company's growing really fast now, it's 200 million in ARR, which is plenty of scale by the
way to run and profit. And I'm going to model what management told me, which was a 30% operating
margin in year four. And I understand what they're losing a lot of money now is they're growing at
50%. But see, the operating world doesn't work that way. That company in year four is not all
of the sudden going to change how they plan, how they think about initiatives, how they tell their
direct reports, what's important and what's not. It just doesn't work that way. They'll never get,
you got to start now to get. What do you think most explains? I think I have these numbers
roughly right. The average SaaS company movie in the category has a slightly negative
EBITDA margin losing money on an EBITDA basis. I think probably your portfolio is closer to 35 or
40% EBITDA margin today. That's a huge gap. What are the major explanations that make up
that 40%. I mean, you've started to talk around some of the attitude differences, but like, literally,
where do you think that change in margin most comes from versus the average SaaS company out there
that's lost making? I think that comes from investors really inciting management teams just on
top line. We work in a free market capitalist incentive based system, and if you're running
a company, and your investors tell you, "I don't care about the bottom line at all,
global revenues as quickly as you can," that's the directive from the shareholders,
and that's what's most likely going to happen. Now, when were those investors at what point in time
did they become a doctorate in this business model? We could have a philosophical discussion
about that. Yeah, I'd love to hear. Right? Is it that early on VCs teach these companies that way,
in order for them to, of course, grow and win in their markets? That's the great thing to do, but also
by doing that, these companies need to raise more money, and therefore there's more room for
investors to get the equity, and then so on and so forth. It's very interesting, and one of the
things is it's just so important to say is we believe in both high growth and high margin,
and they're not mutually exclusive. One actually drives the other, right? Because when you also get
growth, you should drop to the bottom line a higher margin than your existing margin in your business
in software where you have the marginal cost of your product is nearly zero. You do have to
provide support, and of course you have to pay from the distribution. If the business models
fundamentally are the same, and we're dealing with companies that all have high or very high gross
margins, where does the most misinvestment tend to cluster and happen? Or is it just spread out,
like are people over investing in R&D and trying to many things and over investing in different,
as you said, different sales channels that maybe aren't smart and profitable just to get top
line growth? Are there most common mistakes that you see amongst these companies that are sort
of misinvesting capital for sake of revenue growth only? It depends on the project. This is, as you
know, a project-based business. So we don't subscribe to the view of applying 500 things to every
single company. We subscribe to the view of every company's different, every culture's different,
and what are the top three, at most, things that need to be done in order to make this
a successful operating investment, fundamental investment? The thing that I can tell you in general
is so many of these companies, if they have such high gross margins and are winning in their
marketplace, are making a lot of decisions based on cut fee, and cut fee has served these
companies well. If nothing wouldn't have been the market leaders that they are today, there's
once again nothing wrong with that. What we see that we bring to them is an analytical approach
to decision making. Everything being guided by the data and the numbers. Now, there's a big
exercise in being able to gather the right data by functional area, business unit area, geographic
here, because you have big buckets of revenue, big bucket of cost, you have applications, you have
all kinds of complexities. When you let those operators know, where exactly do they stand on
direct revenue and direct cost in their activities? What they do creative always exceeds our
expectations, even on top of our metrics and processes, many of which are relatively widely
known by the great companies out there. Once again, it's coming back to desegregating these
P&Ls to give people the visibility of how their decisions are impacting the profit and loss date.
You mentioned when we talked last, the notion of market leader being incredibly important as a term
in concept for the type of firm that you target. Maybe just describe in as much detail as you can
what market leader means. I mean, there's probably some obvious definitions, most revenue and
category or something, but what are the dimensions of the concept of market leader to you in the firm?
It's a different question than in software than it is in many industries given the past base of
innovation. For us, it's the best product in however we have defined or the industry has defined
that software or some work. That is really, really important because these product cycles do take
a lot of time and in the SaaS software world, especially around cyber, CIOs don't want to buy
cheap security officers, cheap information officers. Don't really have the end of the day
on a 5, 6, 7, 8 product. In the market, these are extremely important strategic solutions and they
will converge on the top two or three over time. Making that product call in these companies is
very, very important to us. That's where the investing and sector knowledge comes into make that,
help make that decision. It's really interesting if you look at an aggregate
your portfolio is probably bigger than any cyber company that exists in aggregates, one of the biggest
software portfolios in the world, but when you dig in and look at some of the portfolio companies,
probably most people wouldn't recognize the majority of these companies despite their significant
size. I think some of that's because of the emphasis on cyber and security, so maybe you can just
walk through why that subsector has been such fertile ground for you, and maybe why more people aren't
able to name these companies. It's sort of a strange dissonance that you got this massive portfolio,
the returns have been spectacular, the margins are what they all are, and yet there's less
familiarity with this space and the business model. What a great point. It's a bit of a source of
frustration when taking companies public because of that, because these are heavy enterprise
technical solutions to corporate customers. It could be SMB, small, medium-sized business
customer, so it could be the largest companies in the world, but these are not, therefore, consumer,
household names, and you can't go to a cocktail party and ask somebody about how their kids are
using Snapchat or not, and have those continuous discussions that we use as a consumer of them.
And for that reason, actually, the public markets, that 2.7 trillion market cap that is sitting
in the SaaS world today, there's a lot of valuation and efficiency around these companies,
because when things get volatile, I know, so we always say volatile means down. Nobody says
the market is volatile. When it's going up, it's like, "Well, that's like a Wall Street, maybe broker
term to not scare their clients." That was about, but when the market is down and things are bad,
and public investors are trying to figure out what they own, some of these names get left behind,
because how much time did they have to understand them? When there are so many of them,
and they provide complex solutions, so they're also in the world of extremely smart public
investors and highly competitive market for returns, there's a lack given the growth
that enterprise software has had. There's a lack of investors that just specializes.
Right? You see TMT groups, you see tech groups within these public investment firms,
but you see just enterprise software only, typically not. And now, that's a limitation on what we
believe are some great assets that are out there, but that's also an opportunity for other stuff.
Maybe say a little bit about the evolving nature of just like the private equity fund world itself,
its size, its opportunity, the opportunity for return. Maybe we start with SoftBank.
SoftBank seems to be the whipping boy for people making fun of their fun size and their presentations,
but maybe they got something right in terms of how much capital they formed to be able to go after
some of these big opportunities. What do you think about that landscape today, sort of the private
equity fund size and competitive landscape? Look, at first, when they had that big scene,
that size fund to do minority investing, I have to admit that I was skeptical about it.
Now, I am highly impressed with the whole thing. It was very forward-looking and visionary
is say the world of technology and software, it's going to create these massive companies that
are going to stay private longer and that have huge hands. And there's room here
for a differentiated, very large source of capital that can move quickly and entrepreneurily
in order to serve the needs of this new world. I'm highly impressed with it. I don't know the
details of the performance, so I can't comment on that. But the concept now just makes perfect
sense to me and I view it as quite visionary at the time, I guess, and hence the fund's name.
As we see it today, there is no limit to fund size. It's not even close to what the
limited partner, private equity, community in general, can provide. It is so far outpacing
the capital being allocated to the sector. When, once again, you have a company at a billion
dollars growing 20 percent a year without the benefit of add-on acquisitions and many of
these companies are highly positive. And when you act to that, the importance of buying
some of the players that have the best technology in the space, this is just really only getting
started and it's going to be a challenge for the whole investment community around this to adjust
to this, no worry. If we think about the potential
source of return for you and your LPs through history and then prospectively maybe one convenient
way to break that down would be like operational improvement, multiple expansion or hopefully not
contraction and leverage as a source of equity return as well. How do you think that's changing?
Like you may be funny thinking about profit 21 for two times revenue, that's changed a lot.
So multiples have expanded a lot and that's been one source of return for the style of investing.
How do you think going forward we should think about where return will come from across those
three categories? Let me take the easy ones first. Leverage has always been very little for us
because if you look at our first five years in software 2000 to 2005, there was very little
leverage in the industry. Maybe in 2004 it kind of got started. Credit Suisse was one of the first
syndicated type of enters in the message bank but before that you have to do almost like maintenance
revenue loans with private banks, whilst Arnold is great at doing this at the time. The market
was very very tight and very small and therefore there wasn't a lot of leverage back then. In hindsight
groups like us earned it on operations and then multiple expansion obviously happened. I don't
think people were underwriting that but it's really bad. But in those times 2005 there was very
little leverage staying in that component. Leverage came into the market really in 2005 but that was
short lived because the financial crisis came in in 2007. Then by the time we were sort of out of
the financial crisis, 2011 really by the time you can build your pipeline of deals and look at
thy marginated companies, then the software service transition was well on its way. So now the
targets that you're looking at are higher growth staffs companies that are becoming the business
of their customers. We made that transition. We went to pursue at a higher valuation world the
higher quality faster growth company. Instead of looking at values and reminiscing on what we were
talking about. Two times maintenance revenue. One times revenue. I'm saying that's no longer
here. We're really sad about it. One or two deals can we find that our quote unquote "cheap"
relative to the market. We looked at that in the positive way and said wait a minute. Our first 10
years in software because it was an on-premise industry. You could only buy really a solution
that our back office oriented that are automating paper-based processes. Important things.
But nowhere close to buying SaaS businesses on the front end of their customers and that are
really becoming their entire business. Of course you have to pay higher multiples for that but
with that comes a completely different growth and time and value proposition. Then on those the
multiples are high and therefore the leverage component is not nearly the majority of your capital
search. If you think about this prospectively how do you think about then if we set leverage aside
operational improvement and operational fundamental growth versus multiple expansion from here like when
you're underwriting a deal. Are you assuming that the multiple would sort of stay the same? Obviously
that hasn't been the case historically but things have come down a lot in public markets as we're
talking today. But some multiples are still crazy, crazy high for software businesses. How do you
think about the mix and what can be relied on going forward? I guess of what I'm really asking you
of like how good is the opportunity for returns in this kind of investing today.
We have never subscribed to the view based on what we all come from of buying high and selling higher.
A lot of us are the product of the duck on bubble burst. So we live through that in that environment
even when you're having your portfolio software or not. You have to go just quite a bit of operating
work and we almost have still PTSD over that environment. So every time we make a decision we still
think does that look anything like that? And our partners talk us down and they're like no it has
nothing to do with that. That was 22 years ago. It was just a good, this is a completely different
business. But that's the conservative nature and culture that we have which by the way sometimes
has limited us to pursuing yet other things. One of the biggest mistakes we've made is not doing
more deeds. There's not unlimited capital to work on. So we're happy with what we've done in the past.
In terms of multiple expansion, it depends how you look at it. You can say that groups like us
even model multiple contraction because they even die and the earnings and the operating income
isn't there today. So it may look as if you're paying a pretty wacky price based on the earnings
today. So we don't necessarily look at our entry that way of matching up with certain exit
because we're really thinking about revenue multiples and then creating an engine or the profitability
then comes in and makes it fundamentally sound investment that we can exit based on earnings
not just on auto revenue and the revenue growth. In terms of how attractive the opportunity is
I can talk in general about that. I can't talk about our specific model for that. The public
market opportunity in an enterprise software is so good today. These assets had the current
valuations on average present a compelling investment opportunity. One way to look at it is
currently the standard of push 500 is trading at around 2324 PE and the S&P grows earnings
at 7% a year. If you buy the index based on that grows you'll own it at about a 16 PE
in four years. The profitable software index that's the thing is the profit of which you do you do
have a large enough number of companies to call that an index. It's not like there's just 7 or 8.
When you look at that profitable index it's growing earnings at 20% and it's trading for a PE
of 30 to 35. It just depends. Maybe it's at 30. If you buy that without counting the superior
business model of software where you produce a lot more cash flow that you bet that and all those
dynamics you will own that index also at a 16 PE in four years. And what would you rather know?
These recurring revenue almost 100% require revenue companies with much better terminal growth
rates that have sometimes the ability to really break out in terms of their performance
or the S&P 500. My answer is pretty clear. One of the other really interesting features of your
history is the speed sometimes with which you sell. There's some great examples here of very
short hold periods and I love the idea of exploring why and when to sell an asset. Almost all the
attention goes on why and when to buy something. And obviously we've talked about the features of
market leader and the changes and dynamics of multiples and all those great things. The stickiness
of these and importance of these businesses to their customers. But no one talks about when to
sell. And yet some really interesting ideas here and your own history has been I think kind of
distinct in the short holding periods. Talk us through what you've learned about selling well.
So traditionally we have not been afraid to sell. That has been how we philosophically think
about exits. That's a very important point because I do see a lot of people in our great community
really being nervous about that. How would that make them look? Is this the right time?
What ifs? And you can get quite paralyzed on that. There is nothing wrong with putting up a good
return leaving the company in great hands whether it's private equity or strategic. And having them
make a lot of money out. As a matter of fact we feel that for the private equity community so that's
the most visible way of tracking our assets then when they get sold to a strategic. The companies that
we've sold were very very proud that they've done really well for other funds. And the way we say
it is that means they want to work with us more. And we have a similar limited partner community
in all of these vehicles. So that's a good thing. We have a strategic buyer that has bought three
companies from us. And I'm sure that they bought the second one because they like the first one
and so on and so forth. That means we have a good relationship there of selling a seed but that's
what happens when you work with existing management. And you put really good processes in place
and that existing management is not mercenary. They belong in that business. They have a mission
about what they're doing. They stay. They continue to do well and that gives you a longer
road for wherever that asset ends up. The words that we use on selling is you should lean on selling
when a strategic buyer approaches you. Because if they're here today likely it's likely that they won't
be here tomorrow. People sell either buy something else, tell either build the product organically
or next year they will change their set of strategic initiatives. I love that concept of the strategic
approaching you as a sign to sell. What a clean like simple heuristic. How does that play out
in holding periods? Like how short can these holding periods be? And if they're less than a year
or two years or something like that I think there's been examples like that. How different other
companies really from when you bought them to when you sold them. Given that they're already big and
it's hard to change things. How much difference can you affect in a company in that trip here at
a time? You sound like one of our investors here when they do the dealings. I like this. I'm used
to this one. That is the whole byproduct of working with existing management. When you work with
Maybe they just imagined you can develop your business plan within way before
you close that deal and sometimes you've got to work on it before it goes to the case
there's a big vibe between siding and closing and therefore in the software companies that
are people based that move very quickly you can make changes very quickly. Now if you
command it with your approach that existing management has made too many mistakes if people
make that judgment then whatever you put on paper on your own you may have to look at again
because did you really model the disruption of changing leadership the time that it takes
to get new leadership the time that it takes that new leadership to learn the business
before they can take action because good managers like to spend some time really understanding
what is going on before they have a point of view and you could be two years into it before
doing that. So we feel that our approach is very difficult to do because you do have to inspire
people to think different and that requires a lot of trust a lot of patience it requires knowing
that people move at different speeds of getting some things and not getting others it's a journey
that we love but it does allow you to run efficiently quite quickly and therefore you're open
to the changes that happen in the strategic buyer market. What do you think would be the most
surprising things about what you've learned about deal making to those that have never done it
before? On the one hand it's really not that hard if you really look at the big picture if you
have a great idea of something that is very compelling to you that you understand deeply pick up
the phone call the counterparty people are a lot more open than you would think just go for it
of course you're going to have to raise the capital but if it's a good idea you'll be able to
raise the capital. It's going back to one comment that you and I have spoken about is right place
at the right time. It's hard to go wrong in the US economy in private equity in software when
that's all a phenomenal combination. Now on the flip side of it when you look at each tactical
detail during the deal process that could seem difficult and you just have to live the journey
many different times and there's so many small decisions to be made that need you different ways
on that deal that the more active you are in doing that and the more experience you get the more
obvious you would do. Even with your great experience I have not been through this nearly as
many times as you but it's just shocking and a few times I have the amount of details that come
up and how hard they can be to get through. I suspect that having done so many deals there's
still difficulties what remains difficult each deal or most deals for you despite your huge
experience. See the key is separating the things that really don't matter from the ones that
really really matter because you're right there's a lot of details and how crazy can you go over
each one of them right. The division missed the month in this area that call without division
did not go as well. Do you really have management buying? Also some of these things you don't really know
until you close the deal and you're working it. I still think that the most difficult thing is
that you have to earn it every single time. It doesn't matter what your past history is almost
in however many years and however many deals. What matters to your potential management partner
and to that award is now. They appreciate the past somewhat. I'm not saying they don't and that's
very nice thing to do but what matters is what you do now and earning it each time is hard. That's
why my other answer is if you haven't done it on try it because it's just as hard for somebody
that to convince the counterparty and just work with them that has done it 500 times and then for
somebody that's doing it for the first time. Sometimes doing it for the first time is an advantage
because you may not come with certain judgments or experiences that may allow you to be more open
and by the way that deal that you're doing is the most important deal of your life which
then they appreciate as well. But part of the process do you still enjoy the most? What stage
or what part of this do you wake up with the most energy and excitement? There are two and those
are easy. One is I love the competitive dynamics of the deal. Absolutely love it. I learn a lot
from our peers. I love the game. I really really do. I joke with my colleagues that when the
deal activities low and depressed and looking to useless things, I just absolutely love that
creative element of it. One of the things that I love about the deals is doing the right things,
sticking to your word, being open with people on very stressful situations because these companies
sometimes have never gone through a transformational event that is this day. The second thing and this
takes longer than I really know about our business is making those promises to existing management
about how we're going to be shaved or what we're going to do together and seeing them tell us
two to three years after the fact. Reminding us of those meetings and saying you know what,
you never changed your mind. This has exceeded our expectations. It really worked. This was the
best time we've had and we've had those comments before and that means the world to us and I really
enjoy that personal room. You have this fantastic phrase. I just love it that if your job title
has a C in it, you're not allowed to complain. Say a bit about that idea and then I'd love to
explore any other similar ideas that you have about leadership or running companies well. I
appreciate you noticing that. I didn't mean that for CEOs of our companies. I have a great
relationship with us and so does our team. It's just in general, the C level title has proliferated.
I remember you got started doing the first calm movement where you have the chief development
officer and these are big jobs and they deserve that type. But when you get it, you have so much
responsibility for other people and there can be so much drama in our organization, so much
internal competition that becomes unhealthy. People that care deeply about their jobs and are
equally competitive that need your help in parsing out what matters from what doesn't matter.
Your role is not to increase that level of drama and potentially useless conversations and
non-value creating, anxiety. Nothing, you're positive just to be positive but a big part of your
role is telling people, you know what, that's okay. Go make a mistake. It's okay or if one of your
colleagues heard, go help them. We can fix this. Just let me know as far in advance as you can
and we can do this together because for all those things that you can quote-unquote complain about,
you can actually find a positive and say, ah, this happened. Why don't we try this? And that
a bit comes something so much better and that creative positive approach, especially with young
people now that are so talented but have so many ideas that that positive collaborative creative
approach should do so much. Other other deeply held beliefs like that one about operating excellence
that popped to mind from your experience working with so many operators? Really good leaders
delegate quite a bit of authority and responsibility and they have the experience to know
when to get involved to help and when to not. They make things a lot more simple. We have a lot
of experience and we continue to learn a lot about leadership, management, operating management,
sea level executives that think about how every decision that they make impacts the PLL. That's big.
There's not a lot of them in the world that really think that rigorously, the PLL impact of every
one of their decisions. And also you can be, and leader can be both strategic and growth oriented
as well as detail and operational yorian. You see it and when you see that you just
should establish the closest partnership you can because it doesn't happen to offer.
What does the word service mean to you as it relates to all of this that we've been talking about?
I just feel that the best guide as you pursue your journey in the world is an individual
as a business leader as a philanthropist. What are you about? What is your mission?
And therefore what is your company's mission that you're involved in? What is your
foundation's mission that you're involved in? The more you can understand what you're passionate about
and have an opinion on, the more those worlds converge and become the same and the more clear
your path is. And when you spend your time on how you make decisions and on why is it that you're
driven to help others in one way? I can tell you for me, my mission is to provide opportunities
to talented people, especially young adults, that otherwise wouldn't have that chance.
When we look to buy a company and the company has issues because many times in private equity,
we buy something has happened. The company
misses numbers, they missed a product cycle, something made them more open to
an ownership change, especially in the public markets. Well, we work with
existing management now. These are the most talented people in the world. But I
do feel that we're giving them a big opportunity to do things differently,
create wealth, and do it in a way that is collaborative and good for their
own organization. We adapt ourselves to their culture. That is very meaningful
to us. If I look at the work that we did when we start our foundation, the
Royal Family Foundation in Hurricane Maria, the way we did relief, because we
have no experience of doing hurricane relief theft, but we used the same
philosophy. We went directly to community leaders that run those communities,
that know their people, that live in it, that know the problems that have the
following of those disadvantaged communities. What do you need? You drive it,
we'll back you. That will help you in terms of measuring results and supply chain
issues and everything else that they have going on. When I think about the
overall different areas of the foundation, we have this wonderful rising
entrepreneurs program, where we look to give these young talented entrepreneurs in
Puerto Rico capital access to be seized in the U.S., access to our CEOs, one-on-one
mentorship, a program of how to build and run a business that we build. That is
what we are backing people at this source and hopefully giving them an
opportunity that they otherwise would have. I really love the mission of
representing a sort of on-ramp, if you will, for talent that doesn't come from
the entrenched systems. I wonder, as you think about business, growing
accepted truth that talent is now the constraining factor capital no longer is,
maybe back when you did the Profit 21 deal, capital was a constraining factor,
but now there's plenty of capital. Today, what we need more of is talent. How do
we do a better job of on-ramping the kind of talent that you're focused on
bringing into the system? Seems like there's a lot of room for improvement there.
Big time. One of the great openings that we all have is when different
investment groups, and I'm just talking about finance now, and it's beginning to
happen in tech, but when different investment groups said, "What are we really
doing about being more inclusive and about hiring different people and more
diversity and mentoring women for leadership positions in private equity and
investing, running these companies?" That whole memo that our community got
behind those seven years ago is actually now also opening up a world of where
do you get the talent from? And we have now so many great case studies that as
we move people up to our organization that have different backgrounds. Many of
them did not come from Harvard or the place where everybody looked to recruit.
Once again, that's an incredible institution. It's nothing against that, but
talent is everywhere now, and our community, our industry, we're lucky to be
a lot more open to different places. And therefore, people therefore that did not
go to the schools that we went to and that therefore not like us. And one young
person at Toba Bravo told me this years ago, which I always used, and I thought
it was so insightful. And she said, "Don't think about culture fit, think about
culture ad." And the way we think about it is, "Why have we been lucky?" Of course,
right place at the right time has not to do with it, but also our culture has a lot
to do. It's not our metrics and our processes of the people have that is how we
come together as a culture to make decisions. And what does that culture stand for?
It stands for being open-minded, being collaborative, thinking different. And is
that culture therefore consistent with having a homogeneous group? Absolutely not.
We have to move it forward. What an awesome idea, culture ad, not culture fit. I
mean, like an elegant, that person is very smart. That's a really, really
interesting distillation of the concept. It's also kind of a good excuse to talk
about this notion of decentralization. You mentioned this in leadership too, that
the best leaders run pretty decentralized, push power and authority down onto
the experts versus being a micromanager. And I think you think this coming
decade is going to be defined by decentralization. I'd love to hear all the ways in
which you think that that is true. It's a big buzz word obviously, but an important
one. How do you think that will define the 2020s and beyond? Let me go back to
operations. When you have these organizations that run in a very centralized way,
I feel that these leaders are tricking themselves into thinking that success
was due to them. It's actually successes in spite of that. Because when
everything needs to flow to the top, it just takes too long to make decisions.
You're too far removed from the day-to-day operational realities to be able
to really make good decisions. You can empower people as a leader. You can instill
your philosophy, your values and mission, but by doing that and letting them be
their own artist and making their own right or wrong decisions that are closest
to the action, you can adjust to so much better. Organizationally, if we were
doing an organization of behavior in business school, I would really, really
argue for organizing yourself in that way. And we have done that. At Tom Brown,
when we worked with CEOs on this similar philosophy, when therefore you
extrapolate this to the world of technology. And you think about Web 3, which
stands for really the exchange of ideas around the world. Regardless of
national barriers, cultures, places, you name it. You have ideally an
interconnected network of ideas. And where everyone that has a passion for
something that's similar, or similar subject, or similar something, they're
contributing to that community in an open way to find better ways, faster ways,
more equal ways. And that is being inputted in this sort of centralized system or
database. That is an interconnected decentralized process of collaborating.
That is just incredible. And that's one of the reasons why I'm a big believer in
the tokens and currencies that support the system. Because they're the
collateral for the system. They are the ways of measuring the value of each of
those communities and systems. And they're as real as any currency created by
an old set of rules and financial system. We were talking earlier this week
about some of the security and these protocols and their potential. I remember
when I first got interested in say Bitcoin, it was the security angle that was
really interesting to me, like the encryption algorithm, the cryptography,
given that you spent so much time in this world of security and cyber security,
how do you think all of this affects that world in the coming decade? Like what
is most interesting to you about the technology of Web 3? You've just outlined
sort of the ethos of Web 3, but what about the technology side? What pattern
matching do you see given your unique experience with technology and
specifically security companies? I'm more interested in the social movement
that it represents actually about that empowerment because it's also a movement
that allows so many people that have not participated in our financial world
or our economic system to actually participate in it fully and potentially
win and potentially do better because of that openness and that constant
exchange of ideas. I do feel that blockchain could present better use cases than
database software in a number of areas and in the enterprise that is so
early and constantly looking for use cases that could replace SaaS and database
software as we know it and there's some but not that many because that world is
more focused on creating an financial system and on the consumer as well but
there are some now on the security side and you probably have a lot to say
about this. There are some phenomenal CSOs and security experts that really
are extremely worried about it and we're trying to figure that out from our
own investments in SaaS software, cybersecurity in SaaS software. We're really
early trying to figure that out. Going back to the world of private equity and
investing where we opened our conversation was all around this unique
evolution of size and scope of these businesses. What if anything do you
think is broken about the private equity model? Where does there need to be
innovation? We've talked about middle-market innovation, continuation funds,
things like this. We're price distortions versus what public price might be on
a business. Just give me a sense of maybe what needs innovation or might be a
little bit broken in the private equity world and structure specifically.
All those that you mentioned some good ones, continuation funds, long-dated funds,
the world's colliding between venture hedge funds private equity, the
SPACs, all these are ways that the financial community has been looking to
innovate in order to match or try to keep up with the innovations that are
going on in software and tech. Isn't that interesting? That it all
kind of have together at the same time because we all try to pursue how do we finance and get involved
and participate in these companies. It can't be in the old way, you would not be able to address
the opportunity and improve upon the challenges that this, what bearable, are being served up to
no cash investors that's out there. So I would love to see one huge innovation across original,
what I call the original sources of capital, sovereign well funds, pension funds, even endowments.
And that is to start looking first and foremost past software as not an industry anymore.
So not looking in a measure how much protocol exposure you have to with because it is the
entire business of companies. If you have, for example, if you look at verticals,
you will have companies that focus on manufacturing, retail, hospitality, real estate,
like we have real page, and they have nothing to do with one another except they're called software.
They're more and more running the entire business of those segments. And I think that's coming.
But even a bigger one is to have these pools of capital not differentiate private equity
from their venture allocation, from their infrastructure allocation to others can create almost
these areas to where capital should belong. Why doesn't an investor group look at
the given big segment and say I'm going to look at software. And in that segment, I am agnostic
as to whether I'm going to invest directly in the public markets, managing the public markets,
in private equity, in growth, in venturies. And what is the best way to deploy capital
in that ecosystem? And that will open up the free market and capital flows into their most
efficient ownership structure and their most efficient use. I don't really wouldn't ask this
question, but your specific interest in young talent, even though it's a cliche question,
I think you're the right person to ask. What advice would you have for those young talented people
early in their careers about building a great career? Like what does a great career or the great
careers that you've seen unfold? What are those sharing common that could serve as advice for young
people that are ambitious and want to get going? I'm such a big fan of young people because
every graduating class, my experience in working with them as they come up through our associate
ranks is every younger class is better than the predecessor. They're more knowledgeable,
they're deeper thinkers, they care more about the social impact of their actions,
they're more philanthropic, they're more mission driven, they're more complex.
But my first big piece of advice is the world is waiting for you with open arms. You can do
anything you want. Now of course you're going to have to work hard at it. You're going to have
to learn to make mistakes, you're going to have to listen carefully to mentor, see what mentors
fit you better. But it's all open. Private equity, for example, if you think it's mature,
it's just getting started. People thought that when I was interviewing in 1998 out of Stanford,
physical and self-rosque, I got those comments from some great leaders in private equity. There
is kind of mature and start to get in no way where the industry is now. And the same applies for
whatever your passion on your interest are. A certain amount of confidence in a humble way
is very important. You will accomplish what you want. The second thing is do what you want to do
now. Don't do something in order to do something else later. Some young people ask me, well,
do you think working at a company is a good way for me to get into venture capital or private equity?
Say, no, if you feel that right now, you really want to work in operations in a company, go do it,
go crush it. But don't do it to do something else. If you're really interested in venture,
go work in venture, you will develop your own set of weapons in that environment,
and your own skill set to make you different. And then the third one is keep your ears open,
your heart open, your mind open, because they're mentors all around you that legitimately
want to help you. Who do you decide to listen to? Because they all want to help individuals have
that in us. It's a great excuse to ask my favorite and traditional closing question that I ask
everybody. What is the kindest thing that anyone's ever done for you? Oh my gosh, they're just
so many. And I don't know how far back to look at it. A friend at Brown, when I was ready to go
to law school to really grab me, take me to vice of wingtip shoes, because that's the way you
are supposed to dress and put my name to be interviewed by Morgan Stanley on the door at 2 p.m.
and I got that job and I pushed me into a different career and probably into what I'm doing now.
I had this great mentor from Puerto Rico who unfortunately passed away years ago,
who worked so hard with me to leave New York to go to Silicon Valley in 1994 because
that's where he saw a big opportunity for me. I go back to all these career things that people
did for me that have helped me grow. Wonderful stuff. Orlando, this has been a total
pleasure for me, a totally unique perspective that you bring to bear even though I've done a lot
of these with great investors, your style of investing is different from any of that I've done
before. So appreciate the insights that have resulted from such a neat career. I thank you so much
for your time. Thank you so much, Patrick. I really have a chance.
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Podcast Summary
Key Points:
Asset management firms face growing complexity from fragmented tech tools and data sources, which increases costs and risk.
Ridgeline offers a unified platform that automates portfolio accounting, reconciliation, trading compliance, and more, enabling faster, smarter operations.
Crosby is an AI-powered law firm that delivers fast, high-quality legal advice through custom AI agents, reducing deal timelines and improving negotiation outcomes.
Tegas provides a powerful primary research platform with access to over 10,000 expert calls and affordable expert consultations, accelerating investment due diligence.
Toma Bravo’s private equity strategy focuses on acquiring market-leading software businesses with strong fundamentals, emphasizing operational improvements and partnership with existing management.
A key differentiator is the focus on profitability and operational excellence over top-line growth, achieving high EBITDA margins through data-driven decision-making.
The software sector offers compelling returns due to high growth and recurring revenue models, with current valuations indicating strong long-term potential despite market volatility.
Toma Bravo emphasizes short holding periods, strategic exits, and trust-based partnerships with management, driven by operational results and market dynamics.
Summary:
Asset management firms are increasingly overwhelmed by complex, fragmented tech stacks, which add cost, headcount, and risk. Solutions like Ridgeline offer a unified, automated platform to streamline portfolio accounting, reconciliation, and compliance, enabling firms to operate more efficiently. Similarly, AI law firms like Crosby deliver fast, detailed legal advice through custom agents, helping close deals more quickly—demonstrated by rapid red-line feedback in real-world scenarios.
For investors, Tegas revolutionizes primary research by providing instant access to over 10,000 expert calls and affordable, high-quality expert consultations, cutting research time from weeks to hours. In private equity, Toma Bravo’s strategy centers on acquiring market-leading software businesses—especially in cybersecurity and SaaS—by partnering with existing management to drive operational excellence. Unlike traditional models that prioritize top-line growth, Toma Bravo focuses on profitability, using data-driven analysis to improve margins and operational efficiency.
This approach yields strong, sustainable returns, even in a market where many software firms lose money. The firm’s success stems from deep operational discipline, short holding periods, and strategic exits prompted by buyer interest. ” These principles, combined with a growing emphasis on talent over capital, position the private equity sector for long-term success in a world where operational excellence and decentralized decision-making define future performance.
FAQs
Ridgeline is a unified platform that automates complex tasks like portfolio accounting, reconciliation, and trading compliance, reducing operational complexity and risk for asset management firms.
Crosby provides AI-powered legal agents that deliver fast, high-quality legal advice—like detailed redlines in minutes—enabling faster deal closures and reducing legal costs.
Tegas offers instant access to over 10,000 expert calls on companies, allowing investors to conduct fast, affordable research and make informed decisions without expensive direct calls.
Tegas eliminates lengthy, costly research by providing on-demand access to real expert calls and offers affordable, high-quality calls at $300 per session instead of $1,000 or more.
Toma Bravo focuses on buying market-leading software companies and works with existing management to improve operations, drive profitability, and achieve sustainable growth.
Unlike traditional investors who focus on top-line growth, Toma Bravo emphasizes operational excellence and profitability, achieving returns through both growth and improved margins.
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